English
The present document defines, subject to any modifications and/or exemptions that ShareID and the customer (hereinafter referred to as the "Customer") may agree upon in writing in the Order, the general terms and conditions governing the access, browsing and use of the Services by the Customer and/or the User and the sale of Services by ShareID to the Customer.
ShareID and the Customer are hereinafter referred to individually as the "Party" and collectively as the "Parties".
ARTICLE 1 – DEFINITIONS
The following terms shall have the following meaning:
"Data" means the User data, including but not limited to personal and/or biometric data which are collected, analysed, and/or processed in the frame of the Services’ use by the User;
"Order" means the order placed by the Customer with ShareID which shall define the respective obligations of the Parties. It is composed of the following contractual documents. In case of discrepancy or contradiction between one or more of these documents, the following decreasing hierarchical order shall apply:
The quotation issued by ShareID and its appendices (including the SLA), hereinafter referred to as the “Offer”;
The GTC SaaS;
"Services" means the services provided through the use of one or more ShareID digital solutions and associated interfaces in the Software-as-a-Service mode (SaaS), purchased by the Customer from the Subscription Date under the conditions of Article 6 (Operation of Services) and as defined in the Order;
“ShareID” means the S.A.S registered under No. 884 932 203 RCS Nanterre, whose registered office is located at 20 Bis rue Louis Philippe, 92200 Neuilly-sur-Seine (France);
“Subscription Date” means the date on which the Customer gets access to the Services, following the trial period, if any, and ShareID’s approval of the Customer's request to subscribe to the Services specified in the Order;
"Support" means the anomaly resolution services integrated into the Services and provided by ShareID according to the Service Level Agreement (hereinafter referred as the "SLA") of the Order;
"User" means the natural person who gets access and/or uses the Services as a client of the Customer or as an employee of the Customer.
ARTICLE 2 – ORDER
2.1. All Offers shall be made in writing, ShareID shall not be bound by any oral offer.
2.2. Unless otherwise expressly agreed by ShareID, the validity period of an Offer shall be limited to fifteen (15) days from the date of issue. Beyond this period, ShareID shall be entitled to refuse the Order or modify its conditions.
2.3. Following a Customer's request to subscribe to the Services, ShareID will send by email the SaaS General Terms and Conditions (GTC SaaS) along with an Offer for subscribing to the Services. The Offer shall only be considered valid if and when manually or electronically duly signed by the Customer and returned to ShareID.
2.4. ShareID may request any additional information or data from the Customer necessary for the provision of all or portion of the Services, including after the Subscription Date.
2.5. ShareID shall be entitled to refuse the Order, including but not exclusively, in case of a dispute with the Customer.
ARTICLE 3 – CHANGES TO THE GTC SaaS AND/OR THE ORDER
3.1. ShareID shall be entitled to modify the GTC SaaS at any time and without notice. Even after modification, the applicable version of the GTC SaaS is the one published on the ShareID website (shareid.ai) at the date of validation of the Order. If any provision of the GTC SaaS is deemed illegal or unenforceable by a court decision, the other provisions shall remain in full force and effect.
3.2. Unless otherwise specified in the Order, any amendment to the Order shall only be binding on the other Party once the Parties have signed a written amendment expressly referring to the Order.
ARTICLE 4 – IMPLEMENTATION TIMEFRAME
4.1. The date or deadlines for accessing the Services are defined in the Order and subject to the Customer’s compliance with any of its own obligations, such as the payment of the Order.
4.2. The deadlines shall be automatically extended in case of any delay not exclusively attributable to ShareID, such as but not limited to suppliers-caused delays and/or subcontractors-caused delay, or in case of a force majeure event (as defined in article 10 (Force Majeure)).
4.3. Unless otherwise specified in the Order, the Services shall be accessible for a period of twelve (12) calendar months. This period excludes any trial period and shall be tacitly renewed for successive terms of the same duration, unless termination notice has been given in accordance with Article 14.2 (Termination of Services by the Customer for convenience).
ARTICLE 5 – PRICE AND PAYMENTS
5.1. Price – Unless otherwise expressly stipulated in the Order, the price of the Services is defined in euros, V.A.T. excluded. It is fixed, non-revisable, and defined for twelve (12) months, providing that at that point the price of the Services shall be automatically revised each year in accordance with the following indexation formula: P1 = P0 x (S1 / S0):
- P1: Revised price,
- P0: Initial contractual price or last revised price,
- S0: SYNTEC’s reference index used on the date of the last revision,
- S1: Latest SYNTEC’s July index published by the SYNTEC Federation on 31st of August for application on 1st of September of the considered year.
The new price shall not fall below the original price, as set in the Order.
5.2. The Customer expressly acknowledges that the connection and communication costs (Internet) related to the use of the Services are not covered by ShareID and shall be borne at the risks and costs of the Customer or the User.
5.3. Services’ trial period – If a trial period is specified in the Order, its purpose is to test the Services internally at a limited level of Services (hereinafter referred to as the "Trial"). At the end of the Trial and unless ShareID has received written notice of termination from the Customer no later than four (4) working days before the end of the Trial, the Customer expressly accepts continued access to the Services under the terms and conditions of the Order. The Subscription Date shall be the day after the Trial end date as specified in the Order.
If the Trial is terminated by the Customer within the established timeframe, the Customer commits to remove the Services covered by the Trial from its own digital platforms and/or websites. The Customer acknowledges that the Trial shall not include any commitment of Support, assistance, and/or after-sales service from ShareID for the tested Services.
5.4. Payment for the Services – The Customer shall make monthly payments for the Order allowing access to and provision of the Services in accordance with the terms and conditions of the Order.
In case of non-payment or late payment of the Order by the Customer, ShareID shall be entitled to suspend or terminate access to the Services under the conditioed pack with no obligation to acquire the subsequent pack;
5.5. The terms of payment for the Services are specified in the Order. The invoice for the renewal of the subscription to the Services shall be issued at the start of the forthcoming term. Any increase in the frequency and/or volume of the Customer's initial commitment to use the Services under the terms and conditions of the SLA shall be addressed through a distinct new order, independent of the initial Order. The price of this new order shall be paid separately from that of the initial Order. The price applicable to the Service concerned by this one-time increase shall remain identical to that of the pack subscribed annually by the Customer in the initial Order.
5.6. Unless otherwise expressly specified in the Order, any deposits or payments required by ShareID from the Customer shall be paid within fifteen (15
) days from the date of the invoice or the request for advance payments.
5.7. Payments shall be made by credit card, bank transfer or SEPA direct debit to the ShareID account specified in the Order. No deduction of any nature and no form of compensation shall be permitted. The Customer’s complaints or claims shall not impede or halt the payment process under any circumstance.
5.8. Any delay in payment shall result in the automatic application of late payment interest calculated at a rate equal to three (3) times the legal interest rate, from the contractual due date until the date of full and effective payment, without prejudice to any damages ShareID shall be entitled to claim. These penalties shall be payable upon receipt by the Customer of the notice sent by ShareID informing the Customer that these penalties have been charged.
ARTICLE 6 – OPERATION OF SERVICES
6.1. The following five (5) Services may be ordered:
Upon completion of the Services, ShareID shall send a report to the Customer encompassing the outcomes of the control and verification process, allowing the Customer to decide whether to proceed with establishing a client relationship and/or providing its services to the User.
The documentary coverage for the Services, aligning with the list of identity documents covered by each of the Services relevant to this coverage, is specified in the Offer made by ShareID.
6.2. ShareID shall be entitled to implement any modifications to the Services and to temporarily suspend, without prior notice or compensation, access to all or part of the Services to carry out maintenance operations related to the technological and/or functional advancement of the Services and/or necessary for the continuity of the Services.
6.3. Maintenance and Support for the use of Services
6.3.1. Unless otherwise stated in the Order, Support services shall be included in the Order (except during the Trial, if any) and provided by ShareID under the terms and conditions of the SLA.
6.3.2. The Customer expressly acknowledges that perfective maintenance services for new versions of the Services (excluding beta versions) shall only be carried out by ShareID under the condition that the User uses the Services through a mobile terminal fitted with a front camera, a rear camera, an iOS (Apple) or Android (Google) operating system, with operating system versions higher or equal to those described in the second column of the table below, and, when using a Web Software Development Kit (hereinafter referred to as the “SDK” or the “SDKs”), one of the following compatible Web browsers as listed below:
6.3.3. ShareID's assistance in the execution of the Support may in certain instances extend to the advanced parameterization of its SDKs, which shall be subject to additional fees invoiced by ShareID under the terms and conditions of the Order or a separate order.
ARTICLE 7 – WAIVER OF RIGHT OF WITHDRAWAL
In accordance with Article L. 221-28 13° of the French Consumer Code, considering that the purpose of the Order is the supply of digital content provided on an intangible medium with the subscription to Services whose performance begins with the express prior agreement of the Customer, the right of withdrawal shall not be exercised by the Customer, who expressly waives this right.
ARTICLE 8 – WARRANTY
8.1. ShareID warrants that the Services comply with the functionalities defined in the Offer and that the Services maintain availability according to the Offer and the SLA for the duration of the Order.
8.2. The warranty shall only apply to the extent that (i) the defective Service has been properly integrated by the Customer into its own digital solution or the User's digital solution, in accordance with the terms and conditions specified in the Order and to the extent that (ii) the technical and functional requirements provided in the GTC SaaS are met by the Customer and/or the User.
8.3. Throughout the Trial, ShareID warrants the provision of the Services "as is", without any express or implied warranty granted to the Customer, regarding the success or suitability of the Services’ utilisation.,
8.4. ShareID does not warrant that the Services offered are appropriate for the needs, use, or any intended outcomes expected by the Customer. The Customer explicitly relinquishes any warranty and/or liability rights against ShareID. The equipment and resources, tangible and intangible, facilitating access to the Services are independent of ShareID and are exclusively at the Customer’s own expense and risk.
8.5 Exclusions of the warranty:
8.5.1. The defects in the Services resulting in whole or in part from the failure by the Customer and/or the User to comply with all or part of the following requirements shall be excluded from the Services’ warranty granted by ShareID:
8.5.2. The Services’ coverage – Since the Services are necessarily provided through telecommunications networks, including Internet and/or mobile telephony, the Customer expressly acknowledges that they are aware of the constraints and limitations of these networks, in particular in terms of coverage, accessibility, and stability. As far as mobile terminals are concerned, the coverage of the Services is limited to WIFI, 4G or 5G telephone networks. Regarding computers, the Services can be initiated but the acquisition of the video streams shall occur on the User's mobile terminal excluding the "MFA 3.0" Service which can be used entirely on a computer that meets the technical resolution and image quality prerequisites. The Customer acknowledges that ShareID shall not be held liable for the alteration of the Internet networks used by the Customer due to dead zones or environments such as, but not limited to floors, thick walls, car parks, subways, or basements.
8.6. NEITHER SHAREID NOR ANYONE ACTING ON ITS BEHALF MAKES ANY OTHER WARRANTY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESSED, OR IMPLIED, (INCLUDING ANY WARRANTY OF MERCHANTABILITY, SUITABILITY, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO SERVICES PROVIDED HEREUNDER.
ARTICLE 9 – LIABILITY
9.1. The Customer shall be liable, with the exception of ShareID, for using the Services in accordance with the applicable laws. The Services shall not be used for fraudulent purposes, such as identity theft, unlawful surveillance, intelligence gathering, or misuse of identity checks, or any other form of infringement. Consequently, ShareID shall not be held liable for any deviation from the originally intended use of its Services. Accordingly, the Customer shall be solely liable for the use made of the Services and shall not hold ShareID liable for any claims and/or proceedings against them or against the User stemming from such use. The Customer agrees to indemnify and hold ShareID harmless from and against any claims, demands, objections, and more generally any proceedings initiated against ShareID by any third party and/or the User. These claims may arise from, or be related to the Customer’s misuse of the Services and/or the User’s actions, or any third-party actions instigated by the Customer and/or the User.
9.2. The Customer refrains from implementing monitoring on the availability of the Services and refrains from attempting to hack, overload the Services, and/or intentionally disrupt the proper functioning of the Service.
9.3. ShareID shall under no circumstances be held liable, beyond the commitments and remedies provided for in the SLA, for malfunctions of the Customer's own platforms and/or websites integrating the Services, in particular with regard to the absence of regular updates of the Services, errors in the Data transmitted by the User, fraudulent use by third parties of the information and/or Data made available to the Customer and/or the User through the use of the Services and/or the incompatibility of the Services with certain equipment and/or functionalities of the computer hardware used by the Customer and/or the Users.
9.4. ShareID's liability for temporary or permanent inaccessibility of the Services for any reason whatsoever, is expressly limited to the commitments and remedies defined in the SLA. Consequently, ShareID shall not be held liable for any direct and/or indirect damages incurred by the Customer, User and/or any third party beyond the remedies and commitments specified in the SLA.
9.5. The total liability of ShareID (and its contractors, subcontractors of any tier, suppliers, and their respective insurers) whether in contract, tort (including but not limited to, negligence), strict liability or otherwise, shall not exceed the amount, excluding taxes, paid to ShareID by the Customer for the Service at the origin of the damage, in the year considered by the occurrence of the damage.
9.6. The Customer shall waive and shall cause its insurers to waive, all rights of recourse against ShareID and its insurers. Furthermore, the Customer shall indemnify and hold harmless ShareID, its contractors, suppliers, and their respective insurers from all claims initiated by a third party exceeding the aforementioned limits of liability as stated in Articles 9.4 and 9.5.
ARTICLE 10 – FORCE MAJEURE
10.1. Neither Party shall be held liable to the other for any expenses, losses, or damages resulting from the delay or hindrance of performance caused by any event beyond its control and which it cannot reasonably avoid or overcome in whole or in part. Such events include, but are not limited to natural disasters, adverse weather conditions, fires, strikes (including work stoppages occurring ShareID’s premises or on its subcontractors or suppliers’ premises), sabotage, embargo or escalation of an embargo, disruptions or delays in transport or means of communication, acts or regulations issued from public, civil or military authorities (including delays in obtaining authorisations or permits of any kind), computer hacking, epidemics, pandemics, war, actions or failures by a contractor leading to delivery postponement.
10.2. The Party facing such delay or hindrance shall notify without delay the other Party and the time for performance shall be fairly adjusted by the duration of the event and its consequences. The Party whose delay is excused under these circumstances shall, in good faith, exert reasonable efforts to make up for the time lost due to the force majeure event and shall resume the performance of its obligations as soon as reasonably possible after cessation of the force majeure event.
ARTICLE 11 – CONFIDENTIALITY
11.1. The Customer shall refrain from communicating or disclosing, in any way whatsoever, without ShareID’s prior written agreement, all or portion of the data and information accessible through the Services and identified as ShareID’s ownership (or its third-party contractors). ShareID shall not communicate or disclose, in any way whatsoever, without the Customer’s prior written agreement (or the concerned User, if applicable), all or part of the Data of which they have become aware during the execution of the Services, except for the purpose of fulfilling the Order.
11.2. Neither Party shall be bound by any confidentiality obligation regarding confidential information of which it can provide evidence:
11.3. This confidentiality obligations shall apply for the duration of the subscription to the Services by the Customer and shall continue for a period of five (5) years from the term or termination of the Order, for any reason whatsoever.
ARTICLE 12 – INTELLECTUAL PROPERTY
12.1. All intellectual property rights related to the Services are held by ShareID or by ShareID's third-party contractors, without any transfer to the Customer or to the User.
12.2. The Customer and/or the User shall be provided access to the Services, with no other right than to access and use the Services according to the Order. No additional rights, including but not limited to downloading, copying, reproducing, modifying, publishing, transmitting, posting, broadcasting, all or portion of the Services are granted.
12.3. The Customer shall maintain the mentions of ShareID's rights, trademarks, and/or logos on the Services and/or on any document associated with the Services and shall not hide or conceal them. Neither the Customer nor the User shall be entitled to any rights in the trademarks, logos, texts, graphics, images, audio files, videos, databases, and any other elements protected by intellectual property rights included in the Services and/or owned by ShareID.
12.4. The Customer shall not use all or part of the Services to create or facilitate the creation of a platform and/or software, or any other product or service with a similar or comparable purpose or aim to the Services.
12.5. The Customer shall not be entitled to reverse engineer any part of the Services and/or analyze the databases created and provided if any, through the performance of the Services. It is understood that these databases should not be queried by the Customer within the normal use of the Services.
12.6. The Customer shall be prohibited and shall ensure that the Users are also prohibited from accessing the source and object codes of the Services. Any attempt to decompile the codes, including source codes, of the SDKs other than the authorised configuration by ShareID, or to add, delete, modify codes, including source codes, and reverse engineering shall be considered a breach of the Order and an act of infringement.
12.7. Unless otherwise specified in the Order, the Parties hereby shall be entitled to communicate publicly on their commercial relationship and in particular but not exclusively on the ShareID's position as seller and the Customer's position as buyer and/or user of the Services. Each Party (the "Holding Party") grants to the other Party (the "Disclosing Party") the right to use its company name, whether or not it is the subject of an intellectual property right, in order to increase the visibility of the relationship between the Parties. The Holding Party shall be entitled to request without cause from the Disclosing Party (i) the prompt removal of any reference to its company name from any publication made on the Disclosing Party's website and/or social networks.
ARTICLE 13 – PROTECTION OF PERSONAL DATA
13.1. The terms starting with a capital letter not defined in Article 1 (Definition) of the GTC SaaS shall be interpreted in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, applicable from May 25, 2018 (the "European General Data Protection Regulation") and Law No. 2018-493 "French Data Protection Act” (Loi Informatique et Libertés) of June 20th, 2018.
13.2. As part of its relationship with the Customer: ShareID shall be the Data Controller of the Customer's Data processing as part of the administrative management of the Order in accordance with ShareID's Privacy and Data Policy (shareid.ai/privacy).
13.3. As part of its relationship with the User: ShareID shall act as a Data Processor within the framework of the Order. The ShareID's Privacy and Data Policy (shareid.ai/privacy) defines the terms and conditions of the collection, processing, and/or use of the User's Data, for which the Customer is the Data Controller. Said policy shall govern the relationship between the Customer acting as Data Controller and ShareID acting as Processor.
In this context, ShareID shall make available to the Customer the relevant documentation necessary to demonstrate compliance with its obligations under the EU General Data Protection Regulation, allow for and contribute to audits, including inspections, by the Customer or any other auditor mandated by the Customer.
ARTICLE 14 – SUSPENSION AND TERMINATION
14.1. Suspension or termination of the Order for the Customer’s fault:
14.1.1. Suspension - ShareID shall be entitled to suspend the Customer’s access to the Services, without prior notice, in case of disloyal, illegal, or non-compliant behavior or actions with the Order.
14.1.2. Termination - ShareID shall be entitled to terminate the Order, following a formal notice which has remained unsuccessful for more than fifteen (15) calendar days, in case of breach of one or more obligations under the Order, including but not exclusively in case of non-payment or incomplete payment on any due date relating to the performance of the Services.
In this respect, ShareID shall notify the Customer, by email, of the termination of the access to the Services. Nevertheless, the Customer shall remain bound by their obligations under the Order, especially their confidentiality as per Article 11 (Confidentiality) of the GTC SaaS.
14.1.3. Suspension or termination of the Services due to the Customer’s fault shall not be considered as a suspension or termination by ShareID and shall not give rise to any compensation to the Customer for any reason whatsoever.
14.2. Termination of Services by the Customer for convenience - The Customer shall be entitled to terminate the Order for convenience by giving a thirty (30) calendar days written notice prior to each annual term of the Order, whether initial or renewed, sent by registered letter with acknowledgment of receipt to ShareID (SHAREID - 20 Bis rue Louis Philippe, 92200 Neuilly-Sur-Seine (France) or by email to ShareID with acknowledgment of receipt (contact@shareid.ai). The Services previously subscribed by the Customer prior to the termination notification shall lapse if they have not been used at the effective termination of the Order.
14.3. Termination of Services by ShareID - ShareID shall be entitled, without compensation, to terminate all or part of the Services at any time and for any reason whatsoever, upon notice by email sent to the Customer not later than three (3) months prior to the effective termination date. Consequently, the Customer shall no longer be obliged to make any payments from the termination date of Services.
14.4. Provisions of Articles 8 (Warranty), 9 (Liability), 11 (Confidentiality), 13 (Protection of Personal Data) and 16 (Governing Law and Settlement of Disputes) of the GTC SaaS shall survive upon the term or termination of the Order for their respective terms.
ARTICLE 15 – ASSIGNMENT AND SUBCONTRACTING
15.1. ShareID shall be entitled to subcontract all or part of the provision and/or performance of the Services. In this respect, ShareID shall retain full liability for the acts and/or omissions of its subcontractors regarding the Customer under the Order.
15.2. The Customer undertakes to pass on the commitments set out in the GTC SaaS which concern the User and in any event shall remain fully liable for all the acts and/or omissions of its Users regarding ShareID and/or any third party under the Order.
ARTICLE 16 – APPLICABLE LAW AND SETTLEMENT OF DISPUTES
16.1. The GTC SaaS shall be governed by French laws.
16.2. The Parties expressly agree that any dispute arising from the interpretation, performance, or non-performance of the Order shall, in the absence of an amicable settlement within sixty (60) days of notification by the requesting Party to the other Party, fall under the exclusive jurisdiction of the Commercial Court of Nanterre (France), including in case of summary proceedings or emergency proceedings.
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